You can setup a roll/over IRA with a broker and then request the Custodian of the 401K plan to deposit its assets into the R/O IRA. There is no tax consequence of the transfer. Then setup a Roth IRA with the broker and you can now start to transfer the IRA into the Roth. You can spread the transfer over a period of years and only the portion transfered in a particular year will be subject to ordinary income tax in that year. You can vary the amount of the annual transfer to minimize the tax bite. Great plan - Matthew

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